425: FB Financial Corporation to Merge with Southern States Bancshares in $16 Billion Deal

FB Financial Corporation and Southern States Bancshares announce a merger aimed at creating a stronger regional bank with over $16 billion in consolidated assets.

Summary

• FB Financial Corporation and Southern States Bancshares have announced a merger.
• The merger aims to combine the strengths of both banks, focusing on associate and customer experiences, as well as community involvement.
• The combined company will have consolidated assets of over $16 billion.
• The transaction is expected to close in the third quarter of 2025, pending regulatory and shareholder approvals.
• Chris Holmes, President and CEO of FirstBank, will lead the combined company.
• The bank headquarters will be located in Nashville, Tennessee.
• Systems conversion is expected to be complete by the end of 2025.
• FirstBank has approximately 1,500 associates and 77 full-service bank branches across Tennessee, Alabama, Kentucky, and North Georgia.
• FirstBank associates dedicated over 9,400 volunteer hours to improving the areas where they operate in 2024.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment, emphasizing the benefits of the merger for employees, customers, and shareholders. The focus on a smooth transition and shared values contributes to the optimistic tone.

Positives

• The merger is expected to create a stronger regional bank with increased assets.
• The combined company will benefit from the leadership of Chris Holmes.
• The merger aims to maintain a focus on associate and customer experiences.
• There is minimal geographical overlap in service territories, reducing the likelihood of significant branch closures.
• FirstBank offers competitive compensation and benefits to attract and retain talent.
• FirstBank is committed to community involvement, providing associates with paid time off for volunteer work.

Negatives

• Changes will occur during the transition, and the full impact on employees is still being assessed.
• There is a risk of potential litigation or regulatory action related to the transaction.
• The integration process could be more costly or difficult than expected.

Risks

• The cost savings and revenue synergies from the merger may be less than expected.
• The merger could disrupt customer, supplier, or employee relationships.
• Necessary regulatory approvals may not be obtained.
• Shareholder approval may not be secured.
• The integration of the combined businesses could be materially delayed or more costly than expected.
• Management time could be diverted to merger-related issues.
• FB Financial may face challenges in managing the larger and more complex operations of the combined company.
• Reputational risk and customer reaction to the transaction could pose challenges.
• General competitive, economic, political, and market conditions could impact the combined company.

Future Outlook

The combined company anticipates a successful integration and aims to provide sound financial solutions to customers while delivering solid returns to shareholders. The focus is on retaining customers and ensuring a positive transition for associates.

Management Comments

• FirstBank is committed to open communication and has created this document to address some of your questions about the proposed merger of Southern States Bank and FirstBank.
• Chris Holmes, President & CEO, looks forward to meeting the Southern States team in person.
• The merger between Southern States and FirstBank is an ideal fit as both banks have a culture grounded on strong values that focuses on associate and customer experiences as well as community involvement.
• Changes will be made with everyones best interest in mind and to better serve our customers and the community while maintaining the Company's banking mission.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where institutions are seeking to increase scale and efficiency to compete effectively. This move allows FB Financial to expand its footprint and market share in the Southeast.

Comparison to Industry Standards

• The merger of FB Financial and Southern States, creating a $16 billion asset bank, positions it competitively among regional banks in the Southeast.
• Comparable regional banks include Pinnacle Financial Partners (PNFP) and United Community Banks, Inc. (UCBI), which have similar asset sizes and market focuses.
• The success of the merger will depend on effective integration, similar to past successful bank mergers like the BB&T and SunTrust combination to form Truist Financial Corporation.
• FirstBank's commitment to community involvement, with over 9,400 volunteer hours, aligns with industry standards for corporate social responsibility, similar to programs at larger banks like Bank of America and Wells Fargo.

Stakeholder Impact

• Shareholders can expect solid returns as a result of the merger.
• Employees will experience changes during the transition, with efforts made to ensure a positive experience and competitive benefits.
• Customers can anticipate continued high-quality service and a broader range of financial solutions.
• Communities will benefit from FirstBank's commitment to community involvement and strategic investments.

Next Steps

• Submitting applications to regulatory authorities for approval.
• Preparing a prospectus/proxy statement for shareholder approval.
• Establishing integration teams from both banks.
• Comparing benefits packages for employees.
• Transitioning employees to the FirstBank payroll system.

Key Dates

Keywords

merger, acquisition, FirstBank, Southern States Bancshares, FB Financial Corporation, banking, financial services, community bank